Overview
Master the 8-K is a clear, concise, and comprehensive guide to filing the SEC’s Current Report on Form 8-K that every securities lawyer or person who is responsible for a company’s periodic SEC reports will want to have close at hand. Like its counterparts Master the 10-K and 10-Q and Master the Proxy Statement, this step-by-step guide draws on the expertise of author Gary M. Brown to deliver clear explanations, detailed guidance, and essential practice tips. Master the 8-K includes sample disclosure language, and detailed appendices containing the Form 8-K itself, key regulations, and SEC compliance and disclosure interpretations (C&DIs)—everything you need to become an 8-K expert.
Master the 8-K begins with an overview of the Form 8-K requirements and principles generally applicable to all Form 8-K Items, such as:
- filing procedures and deadlines;
- the impact of late filings, the availability of the “safe harbor” for late-filed 8-Ks and related liability issues;
- the “furnished” versus “filed” distinction and the technical aspects of incorporation by reference and exhibits;
- and much more.
In this easy-to-use book, each Form 8-K Item is separately analyzed and begins with “highlights” that, at a glance, alert you to critical matters about that Item, such as whether the “safe harbor” applies, whether there are exhibit requirements, whether there are possible update requirements, and whether there are critical definitions to consider. Each section then provides step-by-step instructions and expert practice tips on matters such as:
- triggering events and disclosure requirements for each Form 8-K Item;
- possible exceptions to the Form 8-K filing requirements;
- how to avoid certain filing “traps”; and
- SEC Staff Guidance.
The Fourth Edition of Master the 8-K provides up-to-the-minute guidance primarily designed to address the latest developments, such as the new Form 8-K Item 1.05 for “Cybersecurity Incidents” and the related addition to Regulation S-K – Item 106.